Poland

We use our 25 years of experience in Poland – and our international capability – to help our clients make the most of domestic, regional, and international business opportunities.

Well-established in the Polish market

We opened our Warsaw office in 1992 and today we have a team of 85+ lawyers, including nine partners. Most of our lawyers are qualified in Polish law, several are dual qualified, and all are fluent in Polish and English. We have close working relationships with leading banks and financial institutions, and top-tier corporates.

Our high-profile work has earned us a top-tier reputation. Chambers Europe 2018 ranks us Band 1 in eight separate areas, and Legal 500 EMEA 2018 Tier 1 in eleven separate areas: more than any other law firm in Poland.

Top-tier work across a range of sectors and legal areas

We work with domestic and international clients. Polish companies value the way we put the firm's resources to work on their behalf. International companies know that our on the-ground capability delivers results. And all our clients rely on our technical excellence, pragmatic advice, and client-focused approach.

Our track-record shows the range and calibre of our work.

We have advised and continue to advise on the most widely publicised transactions, as well as on the largest and most innovative ones, including the following landmark transactions:

One of the largest transactions in the European banking sector in recent years: we advised PZU, the largest Polish insurance group, acting as part of a consortium with PFR, the Polish Sovereign Wealth Fund, on the acquisition of 32.8% of the shares in Bank Pekao from UniCredit;

A complex dual tender offer and PE investment: we advised a company wholly owned by funds managed by Advent International, on a tender offer, whereby the tenderers offered to acquire all the shares in Integer.pl S.A., a WSE-listed Polish group operating a network of automated parcel machines and courier services;

High profile corporate financings: we advised Crédit Agricole CIB/Crédit Agricole Bank Polska S.A., which acted as Initial Mandated Lead Arrangers, Agent, Security Agent, bookrunner and global coordinator and local coordinator, on the PLN 1,545,000,000 (approx. EUR 515m) refinancing facility for Multimedia Polska S.A., a leading national cable and telecommunications operator in Poland; a syndicate of banks in connection with a PLN 200 million credit facility agreement with PESA Bydgoszcz S.A. (the largest Polish manufacturer of rail vehicles, involved also in the upgrading, repair and maintenance of rolling stock); and a consortium of financial institutions in connection with PLN 7 billion term and revolving facilities granted to Play Holding 2 S.à r.l. and P4 sp. z o.o. (the operator of Poland's largest mobile network Play);

One of the first hybrid bond transactions under Polish law: we advised the EIB on the signing with ENERGA S.A. of a project agreement and a subscription agreement providing the basis for the issuance of EUR 250 million hybrid bonds; Energa is one of Poland's largest energy companies and electricity suppliers;

One of the largest PE exits: we advised Warburg Pincus, a global private equity firm, on the sale of a majority stake in INEA, the fibre-to-the-home (FTTH) and cable operator in western Poland, to Macquarie European Infrastructure Fund 5 (MEIF5), managed by Macquarie Infrastructure and Real Assets (MIRA), the leading global infrastructure investor; and

The largest European real estate transactions of 2017: we advised China Investment Corporation on the acquisition from Blackstone of its pan-European logistics company, Logicor; and Blackstone on the acquisition of logistics portfolios in Poland, Germany and France from Goodman.

A client-focused approach

These client comments are from Chambers Europe 2018:

"Nothing is too big for them. They are really great for the most complicated and heavy transactions."

"They can deal with any obstacle and react fast to a changing situation."

"They are very well organised and able to work under the pressure of time. They are always well prepared and supportive."

“The team has a very good knowledge of the rules and issues that are dealt with by the European Commission. They also have an open and individual approach to the topic.”

"They are top-class and are also client-focused."

"They anticipate and think forward what should be done next."

"They propose simple solutions that make sense."

"They are a solid service provider with international reach and good co-ordination."

"They think of what is best for you, taking a very practical approach."

"They have an excellent team."

“They are great project leaders. They have business orientation and an understanding of the corporate reality of their clients.”

Awards and milestones

Poland Law Firm of the Year: Chambers Europe Awards 2018

Rzeczpospolita, a major Polish opinion-forming daily newspaper, ranked Clifford Chance first (ex aequo with two other law firms) in the ranking of law firms which advised on major transactions in 2017.

Recent assignments

Recent examples of our work include advising on:

The acquisition of a leading consumer goods player in Poland: Mid Europa Partners, a leading private equity investor in Central and South Eastern Europe, on its acquisition of the Hortex Group from funds advised by Argan Capital;

The creation of the largest coal mining company in the European Union: Katowicki Holding Węglowy (KHW) on the merger of Polska Grupa Górnicza (PGG) and KHW, comprising, among other things, the refinancing of the bond indebtedness of KHW;

A complex dual tender offer of a dual listed company: Penta Investments on tender offers for shares in the largest betting operator in the CEE region, the Dutch company Fortuna Entertainment Group N.V., listed on the Warsaw Stock Exchange and the Prague Stock Exchange;

A transformational acquisition for a Fortune 500 company: DaVita, a leading provider of kidney care in the United States, on the acquisition of 47 dialysis centres and renal care wards;

The issuance of subordinated bonds by the largest insurer in the CEE region: the EBRD in the process of the issuance of subordinated bonds with a total value of PLN 2,250,000,000 by PZU (one of the largest issues of subordinated bonds on the Polish market);

The restructuring of the European Union's largest coking coal producer: financial institutions acting as arrangers and guarantors under the bond issuance programme of Jastrzębska Spółka Węglowa (JSW) in a transaction involving a standstill and security arrangement as well as continued negotiations of the terms of restructuring of JSW's bonds, as part of the comprehensive restructuring of the Polish mining sector;

The first transaction of this type on the Polish market in relation to the Asian market: BGK and KUKE (the Polish Export Credit Insurance Corporation) in relation to the conclusion of a PLN 850 million export credit facility agreement for the financing of the construction of two power units in Lombok, Indonesia;

A public to private transaction for a major regional PE house: Abris Capital Partners on their investment with Mr Dariusz Bąkowski and a tender offer for shares in WDX S.A., a Warsaw Stock Exchange listed company, which delivers modern logistics solutions, integrated warehouse storage solutions and transport systems;

The largest wind power plants ever constructed in Poland: Polenergia S.A., a Polish private, vertically integrated energy group, on the sale to Statoil of a 50% stake in Polenergia’s subsidiaries, Polenergia Baltyk II and Polenergia Baltyk III, implementing the construction of offshore wind farms in Poland with a capacity of 1,200 MW;

A capital increase by the leading German-Austrian full-service provider in the residential property sector: BUWOG AG, an Austrian real estate management and development company active in Germany and Austria, on a capital increase in the form of a rights offering, which raised approximately EUR 300 million. Deutsche Bank and Goldman Sachs International acted as joint global coordinators for the offering. The new shares were listed in Frankfurt, Vienna and Warsaw;

The refinancing of the first concession project in the motorway sector in Poland: Autostrada Wielkopolska S.A. (AWSA), the motorway operator of a 149-km stretch of the A2 motorway from Nowy Tomyśl to Konin (Segment 1) whose major shareholders are the Meridiam Infrastructure Fund, Strabag and Kulczyk Holding S.A., in respect of the refinancing of its credit facilities;

A high profile transaction in the insurance sector: Prudential Financial, Inc. on the sale of Pramerica Życie TUiR S.A., a life insurance provider in Poland, to Unum - the largest provider of group and individual disability income protection insurance in the United States and the United Kingdom;

A widely publicised dispute: Mondelez Polska S.A. (formerly Kraft Foods Polska S.A.) and its affiliate, LU Polska S.A., in a high-profile dispute with one of its competitors, Lotte Wedel, concerning unfair competition and an infringement of IP rights to "Delicje," which are well-known Polish jaffa cakes; and

The first project in the hospital sector in Poland in which a public service contract involving an availability fee scheme will be concluded: the EIB on its financing of the development of a hospital in Toruń. The project is sponsored by the Kujawsko-Pomorskie Voivodeship under a project finance scheme.

Client comments

Market-leading practice group representing both lenders and borrowers. Active on the full range of banking and finance transactions, covering areas such as acquisition and project finance. Also has experience of real estate finance and offers skilled advice on regulatory matters. Benefits from its global network and is frequently sought out by international clients. Covers a broad range of industry sectors, and has been active of late in financings and refinancings in the energy, TMT, chemicals and transport sectors.Chambers Europe 2018: Banking & Finance – Poland

Top-notch DCM practice with a strong track record of acting on market-leading transactions. The team assists a broad array of blue-chip clients with domestic and foreign bond issuances, debt refinancing transactions and securities offerings. Additionally, represents banks and is active on equity deals. Sources note the team's in-depth expertise and pragmatic approach, with a client describing it as "extremelyconstructive in negotiations."Chambers Europe 2018: Capital Markets: Debt – Poland

Excellent team that moves up this year as a result of strong market feedback. Well versed in handling the full range of competition and antitrust issues, including abuse of dominant position, cartel investigations and merger control. Frequently represents clients before the Polish and European competition authorities. The department offers further experience in state aid and consumer protection matters. Sources describe the lawyers as having "commitment, effectiveness and timeliness.”Chambers Europe 2018: Competition/Antitrust – Poland

Respected practice group with an excellent track record in infrastructure and construction projects. Extensive international network allows the team to effectively tackle cross-border mandates. Also frequently represents clients in construction disputes. Offers expertise to international investors, financial institutions and developers alike. Also recognised for its excellent real estate finance practice. The team is considered a leader in the market, with one source noting that "they are the standout firm for construction matters."Chambers Europe 2018: Construction/Real Estate – Poland

Superb team with an excellent track record in handling complex cross-border M&A transactions as well as corporate restructurings. Impressive experience across a range of industry sectors including financial services, media and healthcare. Also highly active in private equity deals. Boasts English law capacity in Warsaw. Sources highlight that the team finds creative solutions to problems: "A very unique solution was thought out," a client reports. The team is singled out as one of best choices for cross-border transactions. "If it was about a sale of a big international asset, I would choose Clifford Chance," a client says, adding: "They foresaw the elements of a transaction really well."Chambers Europe 2018: Corporate/M&A – Poland

Outstanding team with a comprehensive dispute resolution practice covering high-stakes arbitration, including investment arbitration, as well as commercial disputes and white-collar crime matters. Advises private equity houses, financial institutions and corporates. Recently particularly involved in contentious public procurement cases. Also offers expertise in construction and healthcare disputes, as well as insolvency litigation. The team is praised for its results-oriented and practical approach to cases, as one source highlights: "Their conclusions were helpful for making decisions," and another client adds: "They propose simple solutions that make sense."Chambers Europe 2018: Dispute Resolution – Poland

Experienced practice group active in cross-border employment matters. Regularly assists with company restructurings. Also well equipped in handling redundancies and management incentive schemes. Additional specialisation in work harassment cases as well as accidents at work. Sources value the team's "high attention to detail." Interviewees also praise the lawyers' "full commitment and devotion."Chambers Europe 2018: Employment – Poland

Advisory-focused practice group that houses a well-established transactional team, frequently representing energy companies. Active on deals as well as contentious and regulatory matters. Adept at handling renewable energy as well as conventional energy issues. Experienced in advising on energy construction projects. Sources describe the team as having "a lot of knowledge" and being "experienced and eager to help."Chambers Europe 2018: Energy & Natural Resources – Poland

Market-leading firm benefiting from a strong background in banking and M&A. Advises a wide selection of private equity funds on high-profile deals in Poland and beyond, including CEE and CIS jurisdictions. Particularly active in the energy and pharmaceutical sectors. Clients appreciate the firm's global network, with one interviewee stating: "They are a solid service provider with international reach and good co-ordination." Another source notes that they "give you a great deal of comfort,"adding that "they think of what is best for you, taking a very practical approach."Chambers Europe 2018: Private Equity – Poland

Eminent practice that is held in high esteem for its infrastructure projects offering. Advises on the full spectrum of matters, from public procurement issues and appeals to transaction structuring and project finance. Also highlighted for its noteworthy experience in PPP agreements. Additional prowess in handling matters in the transportation, energy and healthcare sectors. The team's clientele spans prominent financial institutions, sovereign wealth funds and industry investors. Market observers consider the department to be a leading practice on the market, saying: "They have an excellent team."Chambers Europe 2018: Projects & Infrastructure – Poland

Skilled projects and infrastructure team advising on the full scope of public procurement matters, including representation before the National Appeals Chambers. Regularly acts for contractors and sponsors on project finance transactions in addition to advising on PPP and concession agreements. Active across the energy, healthcare and transportation sectors. The department is singled out for the quality of its lawyers: "They have an excellent team."Chambers Europe 2018: Public Procurement – Poland

Top-tier department with long-standing experience representing financial institutions in restructuring matters. Also sought out for its extensive expertise in insolvency and bankruptcy matters. Offers expertise in non-contentious restructuring. Advises on refinancing, intercreditor agreements and transfers of distressed assets. Maintains its enviable client base featuring investors, banks and insurance companies.Sources also applaud the group's expertise in this area: "They are definitely one of the leaders in restructuring and insolvency and we often recommend them for large projects."Chambers Europe 2018: Restructuring/Insolvency – Poland